<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
ITLA Capital Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
<PAGE> 2
[ITLA LOGO]
ITLA CAPITAL CORPORATION
888 PROSPECT STREET, SUITE 110
LA JOLLA, CALIFORNIA 92037
(858) 551-0511
------------------------
June 28, 2000
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of ITLA Capital
Corporation, we cordially invite you to attend the Annual Meeting of
Shareholders of ITLA Capital. The meeting will be held at 2:00 p.m., California
time, on July 27, 2000 at the Marriott Hotel, 4240 La Jolla Village Drive, San
Diego, California.
An important aspect of the meeting is the shareholder vote on corporate
business items. I urge you to exercise your rights as a shareholder to vote and
participate in this process. Shareholders are being asked to consider and vote
upon (i) the election of two directors of ITLA Capital, and (ii) the
ratification of the appointment of Arthur Andersen LLP as ITLA Capital's
independent auditors for the fiscal year ending December 31, 2000. Your Board of
Directors unanimously recommends that you vote FOR both of the Board's nominees
for election as directors and FOR ratification of the appointment of Arthur
Andersen LLP as ITLA Capital's independent auditors for the fiscal year ending
December 31, 2000.
We encourage you to attend the meeting in person. Whether or not you plan
to attend, however, please read the enclosed proxy statement and then complete,
sign and date the enclosed proxy and return it in the accompanying postpaid
return envelope as promptly as possible. This will save ITLA Capital additional
expense in soliciting proxies and will ensure that your shares are represented
at the meeting.
Thank you for your attention to this important matter.
Very truly yours,
/s/ GEORGE W. HALIGOWSKI
George W. Haligowski
Chairman of the Board, President and
Chief Executive Officer
<PAGE> 3
[ITLA LOGO]
ITLA CAPITAL CORPORATION
888 PROSPECT STREET, SUITE 110
LA JOLLA, CALIFORNIA 92037
(858) 551-0511
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 27, 2000
Notice is hereby given that the Annual Meeting of Shareholders of ITLA
Capital Corporation ("ITLA Capital") will be held at the Marriott Hotel, 4240 La
Jolla Village Drive, San Diego, California, on July 27, 2000 at 2:00 p.m.,
California time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two (2) directors of ITLA Capital;
2. The ratification of the appointment of Arthur Andersen LLP as
independent auditors for ITLA Capital for the fiscal year ending
December 31, 2000; and
such other matters as may properly come before the Meeting, or any adjournments
or postponements thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Shareholders of record at the close of business on June
9, 2000 are the shareholders entitled to vote at the Meeting and any
adjournments or postponements thereof. A complete list of shareholders entitled
to vote at the Meeting will be available for inspection by shareholders at the
offices of ITLA Capital during the ten days prior to the Meeting, as well as at
the Meeting.
You are requested to complete, sign and date the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
By Order of the Board of Directors
/s/ GEORGE W. HALIGOWSKI
George W. Haligowski
Chairman of the Board, President and
Chief Executive Officer
La Jolla, California
June 28, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE ITLA CAPITAL THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
<PAGE> 4
ITLA CAPITAL CORPORATION
888 PROSPECT STREET, SUITE 110
LA JOLLA, CALIFORNIA 92037
(858) 551-0511
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 27, 2000
------------------------
This Proxy Statement is furnished in connection with the solicitation, on
behalf of the Board of Directors of ITLA Capital Corporation ("ITLA Capital"),
of proxies to be used at the Annual Meeting of Shareholders of ITLA Capital (the
"Meeting"), and all adjournments or postponements of the Meeting. The Meeting
will be held at the Marriott Hotel, 4240 La Jolla Village Drive, San Diego,
California, on July 27, 2000 at 2:00 p.m., California time. The accompanying
Notice of Annual Meeting of Shareholders and form of proxy and this Proxy
Statement are first being mailed to shareholders on or about June 28, 2000.
Certain of the information provided herein relates to Imperial Capital Bank,
formerly known as Imperial Thrift and Loan Association, and ITLA Funding
Corporation ("ITLA Funding"), wholly owned subsidiaries of ITLA Capital.
At the Meeting, shareholders of ITLA Capital are being asked to consider
and vote upon the election of two directors of ITLA Capital and the ratification
of the appointment of Arthur Andersen LLP as ITLA Capital's independent auditors
for the fiscal year ending December 31, 2000.
VOTING RIGHTS AND PROXY INFORMATION
All shares of ITLA Capital common stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked will be voted at the Meeting
in accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the election of both nominees named
in this Proxy Statement and for the ratification of the appointment of Arthur
Andersen LLP. ITLA Capital does not know of any matters, other than as described
in the Notice of Annual Meeting of Shareholders, that are to come before the
Meeting. If any other matters are properly presented at the Meeting for action,
the Board of Directors, as proxy for the shareholder, will have the discretion
to vote on such matters in accordance with its best judgment.
Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of Arthur Andersen LLP as the Company's auditors
requires the affirmative vote of a majority of the votes cast on the matter. In
the election of directors, stockholders may either vote "FOR" both nominees for
election or withhold their votes from either nominee or both nominees for
election. Votes that are withheld and shares held by a broker, as nominee, that
are not voted (so-called "broker non-votes") in the election of directors will
not be included in determining the number of votes cast. For the proposal to
ratify the appointment of the independent auditors, stockholders may vote "FOR,"
"AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked to abstain
will have the same effect as votes against the proposal, and broker non-votes
will have no effect on the proposal. The holders of at least one-third of the
outstanding shares of the common stock, present in person or represented by
proxy, will constitute a quorum for purposes of the Meeting. Proxies marked to
abstain and broker non-votes will be counted for purposes of determining a
quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) duly executing and delivering
to the Secretary of ITLA Capital a subsequent proxy relating to the same shares
prior to the exercise of such proxy, (ii) filing with the Secretary of ITLA
Capital at or before the Meeting a written notice of revocation bearing a later
date than the proxy, or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be delivered
to Anthony A. Rusnak, Esq., Secretary of ITLA Capital, at ITLA Capital
Corporation, 888 Prospect Street, Suite 110, La Jolla, California 92037.
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record as of the close of business on June 9, 2000 will be
entitled to one vote for each share then held. As of that date, ITLA Capital had
7,108,480 shares of Common Stock outstanding.
The following table sets forth, as of June 9, 2000, certain information as
to (i) those persons who were known by management to be beneficial owners of
more than five percent of ITLA Capital Common Stock outstanding; (ii) the shares
of Common Stock beneficially owned by the executive officers named below; and
(iii) the shares of Common Stock beneficially owned by all executive officers
and directors of ITLA Capital as a group. An asterisk denotes beneficial
ownership of less than one percent.
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
---------------- ------------ -------
<S> <C> <C>
Thomson Horstmann & Bryant, Inc. ........................... 770,800(1) 10.84%
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
Wellington Management Company, LLP.......................... 713,100(2) 10.03%
75 State Street
Boston, Massachusetts 02109
Franklin Mutual Advisors, LLC............................... 689,000(3) 9.69%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Dimensional Fund Advisors................................... 543,100(4) 7.64%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Friedman, Billings, Ramsey Group, Inc....................... 471,833(5) 6.64%
1001 19th Street North
Arlington, Virginia 22209
George W. Haligowski........................................ 404,732(6) 5.43%
Chairman of the Board, President and Chief Executive
Officer
Norval L. Bruce............................................. 83,300(6) 1.16%
Vice Chairman of the Board and Chief Credit Officer
Michael A. Sicuro........................................... 63,334(6) *
Former Managing Director and Chief Financial Officer(8)
Steven C. Romelt............................................ 47,547(6) *
Senior Vice President and Chief Lending Officer of
Imperial Capital Bank
Timothy M. Doyle............................................ 48,360(6) *
Managing Director and Chief Financial Officer(9)
All directors and executive officers as a group (11
persons).................................................. 696,453(7) 9.04%
</TABLE>
---------------
(1) As reported by Thomson Horstmann & Bryant, Inc. ("Thomson") on a Schedule
13G/A filed on or about January 2, 2000 with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended. Thomson
reported sole voting power as to 441,000 shares, sole dispositive power as
to 770,800 shares, shared voting power as to 10,700 shares, and shared
dispositive power as to no shares.
(2) As reported by Wellington Management Company, LLP ("Wellington") on a
Schedule 13G/A filed on or about May 16, 2000 with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
Wellington reported sole voting and dispositive powers as to no shares,
shared voting power as to 365,400 shares, and shared dispositive power as to
all of the 713,100 shares covered by the report.
(3) As reported by Franklin Mutual Advisors, LLC ("Franklin") on a Schedule
13G/A filed on or about January 18, 2000 with the Securities and Exchange
Commission under the Securities Exchange Act of
2
<PAGE> 6
1934, as amended. Franklin reported sole voting and sole dispositive powers
as to all 689,000 shares covered by the report.
(4) As reported by Dimensional Fund Advisors ("Dimensional") on a Schedule 13D
filed on or about February 3, 2000 with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
Dimensional reported sole voting and sole dispositive powers as to all
543,100 shares covered by the report.
(5) As reported by Friedman, Billings, Ramsey Group, Inc. ("FBR") on a Schedule
13G/A filed on or about February 14, 2000 with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended. FBR
reported sole voting and sole dispositive powers as to all 471,833 shares
covered by the report.
(6) Includes for Messrs. Haligowski, Bruce, Sicuro, Romelt and Doyle shares
subject to stock options granted under ITLA Capital's stock option plans
which are currently exercisable or which will become exercisable within 60
days of June 9, 2000, as follows: Mr. Haligowski -- 338,333 shares; Mr.
Bruce -- 70,000 shares; Mr. Sicuro -- 63,334 shares; Mr. Doyle -- 40,000
shares; and Mr. Romelt -- 38,333 shares.
(7) Includes shares held directly, as well as an aggregate of 596,000 shares
which are subject to stock options granted under ITLA Capital's stock option
plans which are currently exercisable or which will become exercisable
within 60 days of June 9, 2000, vested shares held by the Supplemental
Executive Retirement Plan and shares held in retirement accounts or by
certain members of the named individual's families or corporations for which
an individual is an officer or director or held by trust of which an
individual is trustee or a substantial beneficiary, over which shares the
individual may be deemed to have sole or shared voting and/or dispositive
power.
(8) Mr. Sicuro resigned from the Company effective May 5, 2000.
(9) Mr. Doyle was appointed Managing Director and Chief Financial Officer
effective May 5, 2000.
PROPOSAL I -- ELECTION OF DIRECTORS
ITLA Capital's Board of Directors is composed of six members. One-third of
the directors are elected annually. Directors of ITLA Capital are generally
elected to serve for three-year terms or until their respective successors have
been elected and qualified.
The table below sets forth certain information regarding the composition of
ITLA Capital's Board of Directors, including the directors' terms of office. It
is intended that the proxies solicited on behalf of the Board of Directors
(other than proxies in which the vote is withheld as to the nominee) will be
voted at the Meeting for the election of the nominees identified below. If any
nominee is unable to serve, the shares represented by all such proxies will be
voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reasons why the
nominees might be unable to serve, if elected. There are no arrangements or
understandings between any nominee and any other person pursuant to which the
nominee was selected. An asterisk denotes beneficial ownership of less than one
percent.
3
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
TERM BENEFICIALLY PERCENT
POSITIONS HELD DIRECTOR TO OWNED AT OF
NAME AGE(1) IN ITLA CAPITAL SINCE EXPIRE JUNE 9, 2000(2) CLASS
---- ------ --------------- -------- ------ --------------- -------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Norval L. Bruce......... 58 Vice Chairman of the Board 1997 2003 83,300 1.16%
and Chief Credit Officer
Jeffrey L. Lipscomb..... 46 Director 1996 2003 9,000 *
DIRECTORS CONTINUING IN
OFFICE
Sandor X. Mayuga........ 51 Director 1996 2001 9,800 *
Robert R. Reed.......... 63 Director 1996 2001 9,200 *
George W. Haligowski.... 45 Chairman of the Board, 1996 2002 404,732 5.43%
President and Chief
Executive Officer
Hirotaka Oribe.......... 65 Director 1996 2002 9,200 *
</TABLE>
---------------
(1) As of June 9, 2000.
(2) Includes shares held directly, shares held in retirement accounts or by
certain members of the named individuals' families or corporations for which
an individual is an officer or director or held by trust of which an
individual is trustee or a substantial beneficiary, over which shares the
individual may be deemed to have sole or shared voting and/or investment
power. Includes for Messrs. Bruce, Lipscomb, Mayuga, Reed, Haligowski and
Oribe, respectively, 70,000 shares, 9,000 shares, 9,000 shares, 9,000
shares, 338,333 shares and 9,000 shares, which are subject to currently
exercisable options and options exercisable within 60 days of June 9, 2000,
under ITLA Capital's stock option plans.
The business experience of each of the directors of ITLA Capital for at
least the past five years is as follows:
NORVAL L. BRUCE, age 58, has served as Vice Chairman and Chief Credit
Officer of ITLA Capital and Imperial Capital Bank since June of 1999. He was
President and Chief Operating Officer of Imperial Capital Bank from October 1997
to June 1999, and was the Executive Vice President and Chief Credit Officer of
Imperial Capital Bank from 1990 to October 1997. Mr. Bruce is also a director of
Imperial Capital Bank and ITLA Funding. From 1988 to 1989, he served as
Executive Vice President and Chief Credit Officer of Security Pacific Bank,
Nevada. He was employed by Security Pacific Bank from 1965 to 1988 in a variety
of positions, including management positions in which he was responsible for
both loan origination and credit quality.
JEFFREY L. LIPSCOMB, age 46, is a Financial Planner with AXA Advisors and
was a Registered Principal and Assistant Manager of the San Diego office of
Equitable Financial Companies from 1986 to 1998, handling corporate group
benefits, investment management and personal financial planning.
SANDOR X. MAYUGA, age 51, is a member of the State Bar of California, and
has been a member of the law firm of Tisdale & Nicholson since 1994. He
conducted his own law practice from 1983 to 1994 and was a partner in the
Financial Institutions Department of Finley, Kumble, Wagner, Heine, Underberg,
Manly & Casey, a New York-based national law firm, from 1980 to 1983.
Previously, he served as Assistant General Counsel of Hunt-Wesson Foods, Inc., a
subsidiary of Norton Simon, Inc., and was associated with two large regional law
firms in Los Angeles County. Since 1980, Mr. Mayuga's practice has focused on
the representation of financial institutions and other finance-related
businesses in corporate, transactional and regulatory matters.
4
<PAGE> 8
ROBERT R. REED, age 63, is retired from Household International where he
was employed in various positions from 1960 to 1992. Mr. Reed served as Vice
President of Household Bank from 1980 to 1992. Mr. Reed served in various
management positions with Household Financial Corporation from 1962 to 1980.
GEORGE W. HALIGOWSKI, age 45, has served as Chairman of the Board,
President and Chief Executive Officer of ITLA Capital since inception and
Imperial Capital Bank from 1992 until October 1997. He has served as Chairman of
the Board and Chief Executive Officer of Imperial Capital Bank since October
1997 and was reinstated as President in the spring of 2000. From 1990 to 1993,
he also actively served as President, Chief Executive Officer and Principal of
Halivest International, Ltd., an international finance and asset management
company. He was previously employed as a Vice President by Shearson Lehman
Hutton (1988 to 1990) and Prudential-Bache Securities (1983 to 1988), and by
Avco Financial Services as Regional Director of its Japanese branch operations
(1976 to 1981), as Training Coordinator for Avco Thrift and Loan (1976) and as a
Branch Manager (1974 to 1976).
HIROTAKA ORIBE, age 65, is a licensed architect with international
experience in real estate development and urban planning. Since 1993, Mr. Oribe
has served as an advisor to Kajima Development Resources, Inc. From 1979 to
1993, Mr. Oribe was Executive Vice President, Chief Operating Officer and a
Director of Kajima Development Corporation, a firm engaged in development and
construction of single-family and multi-family housing, office buildings and
retail space, and land development. Mr. Oribe previously held other positions
with affiliates of Kajima Corporation of Japan from 1973 to 1979 and was a
practicing architect from 1962 to 1973.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
Meetings of the Board of Directors of ITLA Capital are generally held as
required. During fiscal 1999, the Board of Directors held seven meetings. No
director attended fewer than 75% of the total number of meetings of the Board of
Directors of ITLA Capital held during 1999 and the total number of meetings held
by all Board committees on which the director served during 1999. The Board of
Directors of ITLA Capital has standing Executive, Audit and Compensation
Committees, the function and composition of which are set forth below.
ITLA Capital's Board of Directors acts as the nominating committee that
nominates officers and directors for election as well as nominees to fill any
vacancies which may exist on the Board. The Board will consider nominees
recommended by others; however, it has not actively solicited nominations or
established any procedures for this purpose.
Pursuant to the Company's bylaws, nominations for election as directors by
stockholders must be made in writing and delivered to the Secretary of the
Company at least 90 days prior to the annual meeting date. If, however, the date
of the meeting is first publicly disclosed less than 100 days prior to the date
of the meeting, nominations must be received by the Company not later than the
close of business on the tenth day following the earlier of the day on which
notice of the date of the meeting is mailed to stockholders or the day on which
public disclosure of the date of the meeting is first made. In addition to
meeting the applicable deadline, nominations must be accompanied by certain
information specified in the Company's bylaws.
Executive Committee. The primary responsibilities of the Executive
Committee are to advise ITLA Capital's management on matters when the full Board
of Directors is unavailable or to conduct business as specifically designated by
the full Board. The current members of the Executive Committee are Messrs.
Haligowski, Oribe and Bruce. The Executive Committee held 12 meetings in fiscal
1999.
Audit Committee. The primary responsibilities of the Audit Committee are to
recommend to the Board of Directors a firm of independent certified public
accountants to conduct the annual audit of ITLA Capital's books and records; to
review with such accounting firm the scope and results of the annual audit; to
review the performance by such independent accountants of professional services
in addition to those which are audit related; and to consult with the internal
and independent auditors with regard to the adequacy of ITLA Capital's system of
internal controls. The members of the Audit Committee are Messrs. Lipscomb, Reed
and Mayuga. The Audit Committee held four meetings in fiscal 1999.
5
<PAGE> 9
Compensation Committee. The primary responsibilities of the Compensation
Committee are to establish and review the compensation, both direct and
indirect, to be paid to ITLA Capital's executive officers and other members of
management; to review and submit to the Board of Directors its recommendations
with respect to executive compensation plans; to establish and review
periodically ITLA Capital's policies relating to executive perquisites; and to
oversee ITLA Capital's employee benefit plans. The members of the Compensation
Committee are Messrs. Lipscomb and Oribe. The Compensation Committee met once in
fiscal 1999.
DIRECTOR COMPENSATION
Directors Fees. Each non-employee director was paid a monthly fee during
1999 of $1,800 for serving on ITLA Capital's Board of Directors. In addition,
each non-employee director is paid $500 for each Board or committee meeting
attended.
Voluntary Retainer Stock and Deferred Compensation Plan. In 1996, ITLA
Capital adopted the Voluntary Retainer Stock and Deferred Compensation Plan for
Outside Directors (the "Outside Director Plan"). The Outside Director Plan
provides for the deferral of compensation earned by non-employee directors in
the form of stock units in a stock unit account. Directors may elect to have up
to 100% of their fees converted into stock units.
For dividends paid with respect to ITLA Capital's common stock, each
non-employee director has credited to his stock unit account an additional
number of stock units in an amount determined under the Outside Director Plan.
Each non-employee director's stock unit account will be settled by delivering to
the non-employee director (or his beneficiary) the number of shares of ITLA
Capital Common Stock equal to the number of whole stock units then credited to
the non-employee director's stock unit account, in either (i) a lump sum or (ii)
substantially equal annual installments over a period not to exceed ten years.
The Director Stock Option Plan. ITLA Capital has a Director Stock Option
Plan pursuant to which directors are eligible to receive options to purchase
Common Stock. The purpose of the Director Stock Option Plan is to enable ITLA
Capital to attract, retain and motivate directors and further align their
interests with those of ITLA Capital shareholders.
Grants to non-employee directors are made by the Board of Directors
pursuant to a predetermined formula. Stock options to purchase 5,000 shares of
Common Stock are automatically granted to non-employee directors upon their
initial election to the Board of Directors, and options to purchase an
additional 1,000 shares are granted annually, for the subsequent five years
thereafter, provided such individuals continue to serve as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, the Compensation Committee was comprised of Messrs. Lipscomb
and Oribe.
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Chief Executive
Officer and the other named executive officers of ITLA Capital with salary and
bonus greater than $100,000 for the year ended December 31, 1999.
6
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION RESTRICTED ALL
-------------------------- STOCK OTHER
SALARY BONUS OPTIONS AWARDS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(7) (#)(1) ($)(9) ($)
--------------------------- ---- -------- -------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
George W. Haligowski............... 1999 $350,013 $402,500(2) 10,000 $114,327 $63,123(3)
Chairman of the Board, President 1998 $345,765 $344,144 45,000 $111,717 $62,751(3)
and Chief Executive Officer 1997 $299,250 $374,050(8) 20,000 $111,717 $59,716(3)
Norval L. Bruce.................... 1999 $181,103 $ 87,500 15,000 $ 35,964 $ 8,991(4)
Vice Chairman and Chief Credit 1998 $185,832 $ 71,251 30,000 $ 33,849 $ 7,400(4)
Officer 1997 $131,670 $ 75,600(8) 5,000 $ 33,849 $ 7,780(4)
Michael A. Sicuro.................. 1999 $174,894 $ 84,500 20,000 $ 34,641 $10,446(5)
Former Managing Director and 1998 $167,979 $ 78,375 25,000 $ 32,697 $ 6,036(5)
Chief Financial Officer(10) 1997 $156,188 $ 62,327(8) 15,000 $ 32,697 $ 5,933(5)
Steven C. Romelt................... 1999 $144,975 $ 84,000 10,000 $ 28,764 $14,437(6)
Senior Vice President and Chief 1998 $138,750 $ 75,000 15,000 $ 27,081 $14,805(6)
Lending Officer of Imperial 1997 $114,583 $ 9,508 25,000 $ 27,081 $12,997(6)
Capital Bank
Timothy M. Doyle................... 1999 $131,429 $ 63,500 15,000 $ 26,100 $11,169(7)
Managing Director and Chief 1998 $124,917 $ 51,000 15,000 $ 24,570 $15,000(7)
Financial Officer(11) 1997 $104,550 $ 18,579 12,500 $ 24,570 $11,333(7)
</TABLE>
---------------
(1) Options were granted on various dates and vest in one-third increments on
each of the three subsequent anniversary dates of issuance.
(2) $329,513 of the 1999 bonus was deferred at the election of Mr. Haligowski
under ITLA Capital's Nonqualified Deferred Compensation plan.
(3) Consists of (a) $4,685 in auto related benefits, (b) $30,000 in
supplemental housing payments, (c) $7,553 in life insurance premiums, (d)
$4,800 in employer contributions to ITLA Capital's 401(k) plan and (e)
$16,085 in preferential interest on employee savings accounts in 1999. The
respective amounts were $5,114, $30,000, $7,290, $4,800 and $15,547 in 1998
and $4,288, $26,600, $7,100, $4,800 and $16,928 in 1997.
(4) Consists of (a) $2,139 in auto related benefits, (b) $2,017 in life
insurance premiums, (c) $4,800 in employer contributions to ITLA Capital's
401(k) plan and (d) $35 in preferential interest on employee savings
accounts. The respective amounts were $2,139, $136, $4,800 and $325 in 1998
and $2,296, $144, $4,800 and $540 in 1997.
(5) Consists of (a) $1,236 of auto related benefits, (b) $4,800 in employer
contributions to ITLA Capital's 401(k) plan and (c) $4,410 of life
insurance benefits in 1999. The respective amounts were $1,236, $4,800 and
$0 in 1998 and $1,133, $4,800 and $0 in 1997.
(6) Consists of (a) $9,000 in auto related benefits, (b) $463 in life insurance
premiums, (c) $4,800 in employer contributions to ITLA Capital's 401(k)
plan and (d) $174 in preferential interest on employee savings accounts in
1999. The respective amounts were $9,000, $0, $4,800 and $1,005 in 1998 and
$9,000, $4, $3,993 and $4 in 1997.
(7) Consists of (a) $1,476 in auto related benefits, (b) $4,800 in employer
contributions to ITLA Capital's 401(k) plan and (c) $4,893 in life
insurance benefits in 1999. The respective amounts were $10,200, $4,800,
and $0 in 1998 and $7,650, $3,683 and $0 in 1997.
(8) Includes ITLA Capital stock issued under the Recognition and Retention Plan
in 1997 at a price of $14.50 per share.
7
<PAGE> 11
(9) Includes ITLA Capital stock granted and allocated to the Long-Term
Supplemental Executive Retirement Plan under the Recognition and Retention
Plan previously approved by the shareholders. As of December 31, 1999 no
cash or stock has been distributed to the named officers and the values of
the restricted stock held in the Rabbi Trust for the benefit of the named
executive officers were as follows: Mr. Haligowski -- $471,458; Mr.
Bruce -- $144,695; Mr. Sicuro -- $139,632; Mr. Romelt -- $115,751 and Mr.
Doyle -- $105,023.
(10) Mr. Sicuro resigned from the Company effective May 5, 2000.
(11) Mr. Doyle was appointed Managing Director and Chief Financial Officer
effective May 5, 2000.
The following table sets forth certain information concerning the number
and value of stock options grants for the named executive officers in 1999. No
stock appreciation rights have been granted pursuant to ITLA Capital's stock
option plans.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS EXERCISE PRICE APPRECIATION FOR
OPTIONS GRANTED TO OR BASE OPTION TERM
GRANTED EMPLOYEES PRICE EXPIRATION ----------------------
NAME (#)(1) IN FISCAL YEAR ($/SH) DATE 5% 10%
---- ------- -------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
George W. Haligowski...... 10,000 10.4% $14.00 1/31/09 $ 88,045 $223,124
Norval L. Bruce........... 15,000 15.6% $14.00 1/31/09 $132,068 $334,686
Michael A. Sicuro(2)...... 20,000 20.8% $14.00 1/31/09 $176,090 $446,248
Steven C. Romelt.......... 10,000 10.4% $14.00 1/31/09 $ 88,045 $223,124
Timothy M. Doyle(3)....... 15,000 15.6% $14.00 1/31/09 $132,068 $334,686
</TABLE>
---------------
(1) Options vest in one-third increments on each of the three subsequent
anniversary dates of issuance.
(2) Mr. Sicuro resigned from the Company effective May 5, 2000.
(3) Mr. Doyle was appointed Managing Director and Chief Financial Officer
effective May 5, 2000.
The following table sets forth certain information concerning the number
and value of stock options at December 31, 1999 held by the named executive
officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END (#) AT FY-END ($)(1)
ACQUIRED VALUE --------------------------- ---------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George W. Haligowski...... -- N/A 313,333 46,667 $730,313 $--
Norval L. Bruce........... -- N/A 53,333 36,667 $102,500 $--
Michael A. Sicuro(2)...... -- N/A 43,333 41,667 $ -- $--
Steven C. Romelt.......... -- N/A 21,667 28,333 $ -- $--
Timothy M. Doyle(3)....... -- N/A 25,883 29,167 $ -- $--
</TABLE>
---------------
(1) The difference between the aggregate option exercise price and the closing
price of $12.563 of the underlying shares at December 31, 1999.
(2) Mr. Sicuro resigned from the Company effective May 5, 2000.
(3) Mr. Doyle was appointed Managing Director and Chief Financial Officer
effective May 5, 2000.
8
<PAGE> 12
EMPLOYMENT AGREEMENT AND CHANGE OF CONTROL AGREEMENTS
Employment Agreement. ITLA Capital has entered into an employment agreement
with Mr. Haligowski. The agreement provides for an initial employment term of
five years, with the agreement automatically extending for an additional
one-year period each year unless either party provides the other with at least
90 days notice of the nonextension or termination. The employment agreement
provides that ITLA Capital may terminate Mr. Haligowski "for cause," as defined
in the employment agreement. In the event Mr. Haligowski is involuntarily
terminated as defined in the employment agreement, including following a change
of control as defined in the employment agreement, Mr. Haligowski will be
entitled to receive during the remaining term of the agreement his base salary
calculated at the highest annual rate during the three years prior to his
involuntary termination and the average amount of cash bonus and incentive
compensation paid for the two years prior to his involuntary termination, if
any, the continuation of all employment related benefits for the 60 months
following the date of termination and the immediate vesting of any stock options
and restricted stock awards previously granted and outstanding. As a result of a
change of control, Mr. Haligowski will also be retained as a consultant for an
eighteen month period following the change in control at a monthly consulting
fee equal to 75% of his base salary at the time of termination and an additional
contribution to his account in ITLA Capital's Supplemental Executive Retirement
Plan equal to 3.95 times his base salary. Additionally, following a change of
control, the terms of the employment agreement shall be extended 60 months, and
stock options and restricted stock awards previously granted and outstanding,
salary continuation plans, equity club memberships and other fringe benefits
shall immediately vest. The annual base salary for Mr. Haligowski under the
employment agreement is currently $397,500 (which may be increased from time to
time by the Board of Directors). The employment agreement also provides for,
among other things, annual incentive compensation, disability pay, participation
in stock benefit and salary continuation plans, and other fringe benefits,
including a supplemental housing payment of not less than $2,500 per month, an
automobile allowance of not less than $1,950 per month, and life insurance
coverage in an amount not less than four times Mr. Haligowski's annual salary.
In addition ITLA Capital shall maintain health, dental and life insurance
benefits for the 60 months following an involuntary termination and transfer
title to the ITLA Capital vehicle currently used by Mr. Haligowski.
Change of Control Agreements. ITLA Capital has entered into change of
control agreements with Messrs. Bruce, Doyle and Romelt. The change in control
agreements have initial terms of one year and automatically extend for
additional one-year periods upon a change of control, as defined in the
agreement, or upon their anniversary date, unless either party provides the
other with at least 90 days notice of termination. These agreements provide that
in the event the officer is terminated within 24 months following a change of
control, as defined in the agreement, the officer shall be entitled to receive
upon such termination an amount equal to the greater of the annualized salary as
in effect on the date of the change of control or the date of termination for a
period of 18 months and a pro rata portion of his bonus from the previous year.
In addition ITLA Capital must maintain health, dental and life insurance
benefits for the next 18 months for each officer and transfer title to the ITLA
Capital vehicle currently used by the officer or, in the event the officer
receives a monthly cash car allowance in lieu of the ITLA Capital vehicle, ITLA
Capital must pay an amount equal to 18 times the monthly allowance. Unvested
stock options and restricted stock awards previously granted and outstanding
will also immediately vest. The annual base salaries for Messrs. Bruce, Doyle
and Romelt are currently $193,000, $142,000 and $153,000, respectively.
Mr. Haligowski's employment agreement and each of the change of control
agreements also provide that to the extent any payments made may be considered
excess parachute payments under Section 280G of the Internal Revenue Code that
are subject to excise tax, ITLA Capital shall pay an additional amount needed to
insure that the amount of payments and value of benefits received equals the
same amount in the absence of any excise tax.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP)
The SERP provides that the compensation committee may make restricted stock
awards under ITLA Capital's Recognition and Retention Plan (RRP) on a tax
deferred basis through the SERP. The SERP provides that Mr. Haligowski shall
receive an allocation annually, subject to the performance terms of the
9
<PAGE> 13
RRP, of a restricted stock award equal to one-third of his base salary, and that
all other participants shall receive an award equal to one-fifth of base salary
subject to the approval of the compensation committee, which may also allocate a
greater, lesser or no award in its discretion. For this purpose, each share of
common stock has been valued at $9.00 per share, the fair market value of the
common stock on the date of issuance to the SERP. A participant will only have a
vested right to amounts allocated to his account if the participant is (ii)
employed on the last day of a three year vesting cycle, (ii) in the event of a
change of control (as defined in the SERP), or (iii) upon normal retirement,
death, disability or termination. The last day of the first vesting cycle for
shares allocated to the SERP accounts for the benefit of the participants for
the years 1997, 1998 and 1999 was December 31, 1999.
NONQUALIFIED DEFERRED COMPENSATION PLANS
The ITLA Capital Corporation Supplemental Salary Savings Plan (the
"Supplemental Plan") and Nonqualified Deferred Compensation Plan (the "Deferral
Plan") are designed to provide additional retirement benefits for certain
officers and highly compensated employees. The Supplemental Plan provides
participating employees with an opportunity to make up benefits not available
under ITLA Capital's 401(k) Plan due to any application of limitations on
compensation and maximum benefits under the 401(k) Plan. Benefits under the
Supplemental Plan are provided at the same time and in the same form as benefits
under the 401(k) Plan, and become taxable to the participant at that point. The
Deferral Plan allows a participant to defer receipt of, and current taxation
upon, designated portions of the participant's direct cash compensation until a
future date specified by the participants. Both of these plans are unfunded
plans, meaning that all benefits payable thereunder are payable from ITLA
Capital's general assets, and funds available to pay benefits are subject to the
claims of ITLA Capital's general creditors. ITLA Capital has established a Rabbi
Trust with a third party FDIC insured financial institution which holds the
contributions to the Supplemental Plan and Deferral Plan, for the purpose of
providing the benefits set forth under the terms of the plans. Participants only
have the rights of unsecured creditors with respect to the Rabbi Trust assets.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
Compensation Policies. Under the supervision of the Board of Directors,
ITLA Capital has developed and implemented compensation policies, plans and
programs which seek to enhance the profitability of ITLA Capital, and thus
shareholder value, by closely aligning the financial interests of ITLA Capital's
employees, including its Chief Executive Officer and ITLA Capital's other senior
management, with those of its shareholders.
The executive compensation program of ITLA Capital is designed to:
- Support a pay-for-performance policy that differentiates compensation
based on corporate and individual performance;
- Motivate employees to assume increased responsibility and reward them for
their achievement;
- Provide compensation opportunities that are comparable to those offered
by other leading companies, allowing ITLA Capital to compete for and
retain talented executives who are critical to ITLA Capital's long-term
success; and
- Align the interests of executives with the long-term interests of
shareholders through award opportunities that can result in ownership of
Common Stock.
At present, the executive compensation program is comprised of salary,
annual cash incentive opportunities, long-term incentive opportunities in the
form of stock options and restricted stock awards, and miscellaneous benefits
typically offered to executives by major corporations. The Committee considers
the total compensation (earned or potentially available) in establishing each
element of compensation so that total compensation paid is competitive with the
market place, based on an independent consultant's survey of salary
10
<PAGE> 14
competitiveness of other financial institutions. The Committee intends to be
advised periodically by independent compensation consultants concerning salary
competitiveness.
For Mr. Haligowski and the other executive officers, as an executive's
level of responsibility increases, a greater portion of his or her potential
total compensation opportunity is based on ITLA Capital performance incentives
rather than on salary. Reliance on ITLA Capital performance causes greater
variability in the individual's total compensation from year to year. By varying
annual and long-term compensation and basing both on corporate performance, ITLA
Capital believes executive officers are encouraged to continue focusing on
building profitability and shareholder value.
Salaries. With respect to Mr. Haligowski's base salary, the Committee took
into account a comparison of salaries of chief executive officers of financial
institutions statewide and established Mr. Haligowski's salary at $397,500 as of
January 1, 2000. Likewise, each executive officer's base salary was determined
utilizing financial institution compensation surveys.
Stock Option Awards. ITLA Capital's Employee Stock Option Plan is designed
to align a significant portion of the executive compensation program with
shareholder interests. The Employee Stock Option Plan provides for the granting
of stock-based awards. To date, the only type of award granted under the
Employee Stock Option Plan to executive officers and other key employees
consists of stock options.
Restricted Stock Awards. In 1996, the Committee adopted a policy relating
to the granting of restricted stock awards to executive officers and certain key
employees under ITLA Capital's Recognition and Retention Plan (the "RRP") to be
carried out by the Committee. Under this policy, awards may be granted to plan
participants by the Committee utilizing objective criteria adopted by the
Committee and approved by the Board of Directors, after taking into account the
proposed allocations under ITLA Capital's SERP, the practices of other publicly
traded financial institutions and such other factors as deemed appropriate. In
addition, under the formula, no awards under the proposed RRP may be granted in
any year in which Imperial Capital Bank does not achieve a return on average
assets of at least .50% and remain adequately capitalized under FDIC rules.
In 1993, Section 162(m) was added to the Internal Revenue Code, the effect
of which is to eliminate the deductibility of compensation over $1 million, with
certain exclusions, paid to each of certain highly compensated executive
officers of publicly held corporations, such as ITLA Capital. Section 162(m)
applies to all remuneration (both cash and non-cash) that would otherwise be
deductible for tax years beginning on or after January 1, 1994, unless expressly
excluded. Because the current compensation of each of ITLA Capital's executive
officers is below the $1 million threshold, ITLA Capital has not yet considered
its policy regarding this provision.
<TABLE>
<S> <C>
Jeffrey L. Lipscomb Hirotaka Oribe
</TABLE>
11
<PAGE> 15
SHAREHOLDER RETURN PERFORMANCE PRESENTATION*
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on ITLA Capital's Common Stock against
the cumulative total return of the SNL All Thrift Index and the Nasdaq Market
Index for the period commencing October 27, 1995 and ended December 31, 1999.
<TABLE>
<CAPTION>
ITLA CAPITAL CORPORATION NASDAQ - TOTAL U.S. SNL THRIFT INDEX
------------------------ ------------------- ----------------
<S> <C> <C> <C>
10/27/95 100.00 100.00 100.00
12/31/95 107.69 102.87 106.82
12/31/96 131.87 126.50 139.19
12/31/97 169.23 155.08 236.83
12/31/98 132.97 218.53 208.30
12/31/99 110.44 394.80 170.15
</TABLE>
---------------
* Assumes $100 invested on October 27, 1995. Total return assumes reinvestment
of dividends.
CERTAIN TRANSACTIONS
During fiscal 1999, ITLA Capital utilized the services of Tisdale &
Nicholson. Director Mayuga is a partner in that law firm. During 1999, this law
firm received $3,070 in legal fees from ITLA Capital, which was not in excess of
5% of the firm's total revenues during 1999.
During the year, ITLA Capital utilized the services of a public relations
firm which is owned by Director Lipscomb's spouse. During 1999, this public
relations firm received $27,327 in fees from ITLA Capital.
PROPOSAL II -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has renewed ITLA Capital's arrangement for Arthur
Andersen LLP to be its independent auditors for the 2000 fiscal year, subject to
the ratification of the appointment by ITLA Capital's shareholders at the
Meeting. A representative of Arthur Andersen LLP is expected to attend the
Meeting to respond to appropriate questions and will have an opportunity to make
a statement if he or she so desires. Ratification of the appointment of
independent auditors requires approval of a majority of the votes cast on the
proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS ITLA CAPITAL'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
12
<PAGE> 16
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in ITLA Capital's proxy materials for
next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at ITLA Capital's executive office at
888 Prospect Street, Suite 110, La Jolla, California 92037 no later than
February 28, 2001. Any such proposal will be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended, and
as with any shareholder proposal (regardless of whether included in ITLA
Capital's proxy materials), ITLA Capital's certificate of incorporation and
bylaws and Delaware law. To be considered for presentation at the next annual
meeting, but not for inclusion in ITLA Capital's proxy materials for the
meeting, a shareholder proposal must be received at ITLA Capital's executive
office by April 28, 2001; however, if the date of the next annual meeting is
held before July 7, 2001 or after September 25, 2001, the proposal must be
received by the close of business on the later of the 90th day prior to such
annual meeting or the tenth day following the day on which notice of the date of
the annual meeting is mailed or public disclosure of the date of such meeting is
first made.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any business to come before the Meeting other than the matters described
above in this Proxy Statement. However, if any other matters should properly
come before the Meeting, it is intended that the Board of Directors, as proxy
for the shareholder, will act in accordance with its best judgment.
The cost of solicitation of proxies will be borne by ITLA Capital. ITLA
Capital will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of ITLA Capital may solicit proxies
personally or by telegraph or telephone, without additional compensation. ITLA
Capital has retained Regan & Associates, Inc. to assist in the solicitation of
proxies for a fee estimated to be approximately $1,500, plus reasonable out of
pocket expenses.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ GEORGE W. HALIGOWSKI
George W. Haligowski
Chairman of the Board, President and
Chief Executive Officer
La Jolla, California
June 28, 2000
13
<PAGE> 17
REVOCABLE PROXY
ITLA CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS -- JULY 27, 2000
The undersigned hereby appoints the Board of Directors of ITLA Capital
Corporation ("ITLA Capital"), and its survivor, with full power of substitution,
to act as attorneys and proxies for the undersigned to vote all shares of common
stock of ITLA Capital which the undersigned is entitled to vote at the Annual
Meeting of Shareholders (the "Meeting"), to be held on July 27, 2000 at the
Marriott Hotel, 4240 La Jolla Village Drive, California, at 2:00 p.m.
(California Time), and at any and all adjournments or postponements thereof, as
follows:
I. The election as directors of both nominees listed below
[ ] FOR [ ] FOR ONE BUT NOT BOTH [ ] VOTE WITHHELD
INSTRUCTION: TO VOTE FOR BOTH NOMINEES, MARK "FOR." TO VOTE FOR ONE NOMINEE, BUT
NOT BOTH NOMINEES, MARK "FOR ONE BUT NOT BOTH" AND STRIKE A LINE THROUGH THE
NAME OF THE NOMINEE BELOW FROM WHOM YOU WISH TO WITHHOLD YOUR VOTE. TO WITHHOLD
YOUR VOTE FROM BOTH NOMINEES, MARK "VOTE WITHHELD."
NORVAL L. BRUCE JEFFREY L. LIPSCOMB
II. The ratification of the appointment of Arthur Andersen LLP as
independent auditors for ITLA Capital for the fiscal year ending December 31,
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In its discretion, the Board of Directors, as proxy for the shareholder, is
authorized to vote on any other business that may properly come before the
Meeting or any adjournment or postponement thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED
AT THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS, AS PROXY FOR
THE SHAREHOLDER, THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE MEETING.
<PAGE> 18
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Secretary of ITLA Capital prior to the exercise of this proxy; (ii) filing
with the Secretary of ITLA Capital at or before the Meeting a written notice of
revocation bearing a later date than the proxy; or (iii) attending the Meeting
and voting in person (although attendance at the Meeting will not in and of
itself constitute revocation of a proxy). If this proxy is properly revoked as
described above, then the power of the Board of Directors as attorneys and
proxies for the undersigned shall be deemed terminated and of no further force
and effect.
The undersigned acknowledges receipt from ITLA Capital prior to the
execution of this Proxy, of Notice of the Meeting, a related Proxy Statement and
ITLA Capital's Annual Report to Stockholders for the fiscal year ended December
31, 1999.
Dated:
--------------------------------------------------------------------------------
-------------------------
PRINT NAME OF STOCKHOLDER
-------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as
your name appears above
on this card. When
signing as attorney,
executor, administrator,
trustee or guardian,
please give your full
title. If shares are held
jointly, each holder
should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
